Technogym — AGM Information 2021

Mar 26, 2021

TECHNOGYM S.P.A. REGISTERED OFFICE IN CESENA, VIA CALCINARO, 2861 SHARE CAPITAL EURO 10,066,375.00 FULLY SUBSCRIBED AND PAID IN REGISTRATION WITH THE FORLÌ-CESENA COMPANIES' REGISTRY NO. 315187, TAX CODE 06250230965

NOTICE OF CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Those who are entitled to participate and exercise their voting rights are invited to the Ordinary and Extraordinary Shareholders' Meeting convened for 5 May 2021, in a single call, at 10:00 a.m., at the registered office of Technogym S.p.A. (the "Company") in Cesena, Via Calcinaro 2861, to discuss and resolve on the following

AGENDA

Ordinary Part

• 1. Approval of the Financial Statements as at 31 December 2020, accompanied by the Board of Directors' Report on operations, the Board of Statutory Auditors' Report and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2020 and the consolidated non-financial statement drafted pursuant to Italian Legislative Decree 254/2016.
• 2. Allocation of the profit for the year and proposal for dividend distribution. Pertaining resolutions.
• 3. Report on the remuneration policy and compensations paid:
  • 3.1 resolutions concerning the Company's remuneration policy under the first section of the report, pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Italian Legislative Decree No. 58 of 24 February 1998;
  • 3.2 resolutions concerning to the second section of the report, pursuant to Art. 123-ter, paragraph 6 of Italian Legislative Decree No. 58 of 24 February 1998.
• 4. Appointment of the Board of Directors
  • 4.1 Resolution as to the number of members of the Board of Directors.
  • 4.2 Resolution as to the duration of the office of the Board of Directors.
  • 4.3 Appointment of the members of the Board of Directors.
  • 4.4 Appointment of the Chairperson of the Board of Directors.
  • 4.5 Resolution as to the remuneration due to the members of the Board of Directors.
• 5. Proposal for the approval of a plan for the bonus issue of rights to receive ordinary shares of the Company, named "2021-2023 Performance Shares Plan".
• 6. Proposal for authorisation to purchase and dispose of treasury shares, upon revocation of the authorisation issued by the Shareholders' Meeting of 23 April 2020 for the non-executed portion. Pertaining resolutions.

Extraordinary Part

1. Proposal for granting the power to the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, for a period of five years from the resolution date, for a free and divisible increase of the share capital, also in multiple tranches, pursuant to Art. 2349 of the Italian Civil Code, through the issue of a maximum number of 700,000 ordinary shares, for a maximum amount of Euro 35,000, with an issuing value equal to the accounting par value of the shares at the execution date, to be fully allocated to the capital and assigned to the employees of Technogym S.p.A. and of its subsidiaries who are the beneficiaries of the plan for a free assignment of the rights to receive ordinary shares of the Company, called "2021-2023 Performance Shares Plan". Relevant amendments to Art. 6 of the Articles of Association in force.

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INFORMATION CONCERNING THE COVID-19 HEALTH EMERGENCY

Pursuant to the provisions of Art. 106, paragraph 4 of Italian Legislative Decree No. 18 of 17 March 2020 - converted into the Italian Law of 24 April 2020 and whose application has been extended with Italian Decree Law No. 183 of 31 December 2020, converted, as amended, into Italian Law No. 21 of 26 February 2021 (the "Decree") - and in compliance with the fundamental principles for the protection of the health, the participation in the Shareholders' Meeting of those holding voting rights may occur exclusively through a representative designated by the Company, pursuant to Art. 135 undecies of Italian Legislative Decree No. 58/98 (the Consolidated Finance Law, or "TUF"), under legislative provisions and applicable laws, as detailed in the "Participation in the Shareholders' Meeting by a proxy granted to the designated representative" paragraph.

The Company reserves the right to supplement and/or modify the contents of this notice, if necessary, according to the evolution of the current COVID-19 emergency.

Any change and/or supplement to the information contained in this notice shall be made promptly available on the website of the Company and according to the other methods provided for in the applicable laws.

INFORMATION ON THE SHARE CAPITAL AT THE DATE OF THE NOTICE OF CALLING

The share capital fully subscribed and paid in amounts to Euro 10,066,375.00, divided into 201,327,500 ordinary shares with no indication of their nominal value; each of them gives the right to 1 vote to be cast at the Shareholders' Meeting, except for 80,029,077 shares for which the voting right has been increased pursuant to Art. 7.2 of the Articles of Association; therefore, the total number of voting rights that can be exercised at the Meeting is 281,356,577. The Company currently does not hold treasury shares.

RIGHT TO PARTICIPATE

Pursuant to Art. 83-sexies of the TUF and Art. 14 of the Articles of Association, the right to participate in the Shareholders' Meeting – which can occur only through the designated representative –requires the receipt by the Company of the communication, that each authorised subject can request from the intermediary with which its shares are deposited, issued by an authorised intermediary pursuant to the applicable laws, stating the ownership of the shares based on the evidence of the accounting records as at the end of the accounting day of the seventh open market day prior to the date of the Shareholders' Meeting in single call (i.e. on 26 April 2021, so-called record date). Any credit or debit registration on the accounts, made subsequently to that date, does not apply to the voting rights to be exercised at the Shareholders' Meeting. Therefore, those who become owners of the shares subsequently to that date do not acquire the right to participate in and vote at the Shareholders' Meeting.

The communication from the intermediary must be received by the Company by the end of the third open market day prior to the date scheduled for the Meeting and therefore by 30 April 2021. The above is without prejudice to the right of participating and voting if the communications are received by the Company after this term as long as it is before the start of the Meeting.

The other subjects entitled to participate in the Meeting other than those holding a voting right (Directors, Auditors, appointed secretary and Designated Representative) may participate in the Meeting via remote conferencing systems that allow for the identification of the subject, in compliance with the applicable laws. Instructions on how to participate in the Meeting through audio/telecommunication systems will be provided by the Company to said subjects.

PARTICIPATION IN THE SHAREHOLDERS' MEETING BY A PROXY GRANTED TO THE DESIGNATED REPRESENTATIVE

As per Art. 106 of the Decree, participation in the Meeting by voting rights holders is allowed exclusively through Società per Amministrazioni Fiduciarie "SPAFID" S.p.A. – with registered office in Via Filodrammatici 10, 20121 Milan ("Spafid") – in its capacity as shareholders' representative, designated by the Company pursuant to Art. 135-undecies of the TUF ("Designated Representative").

The proxy can be granted, with no charge to the delegating subject (except for any mailing costs), along with voting instructions on all or some of the proposals in the agenda.

The proxy can be granted by signing the appropriate proxy form, which includes instructions for completing and forwarding it to the registered office, available on the website of the Company at http://corporate.technogym.com/en/governance/shareholders-meetings.

The proxy with the voting instructions must be received, together with the copy of an ID document of the delegating subject, which must be currently valid or, if the delegating subject is a legal person, identification of the pro-tempore legal representative or any other subject holding the required powers, together with the documentation that demonstrates qualification and powers, by the Designated Representative by the end of the second open market day prior to the Shareholders' Meeting date (i.e. by 3 May 2021, according to the following alternative methods: (i) transmission of an electronically reproduced copy (PDF) sent to the certified email address assemblee@pec.spafid.it (subject line "Proxy for Technogym Meeting 2021") from the certified email of the authorised voting right holder (or, if not available, from a regular email address; in this case the proxy with the voting instructions must have a qualified or digital electronic signature); (ii) transmission in original copy, through courier or registered letter with return receipt, to the address Spafid S.p.A., Foro Buonaparte n. 10, 20121 Milan (Ref "Proxy for Technogym Meeting 2021") following an electronically reproduced copy (PDF) that must be sent through regular email to the address assemblee@pec.spafid.it (subject line "Proxy for Technogym Meeting 2021").

The proxy and the voting instructions are revocable by the end of the second open market day prior to the scheduled date of the Meeting (i.e. by 3 May 2021) according to the methods described above.

It must be noted that the shares for which the proxy is granted, even if partially, are counted for determining the regular quorum of the Shareholders' Meeting. The proxy cannot be used for proposals for which voting instructions were not provided.

As set forth in the Decree, departing from Art. 135-undecies, paragraph 4 of the TUF, those who do not plan to use the participation method set forth in Art. 135-undecies of the TUF may, as an alternative, participate by granting to the Designated Representative a proxy or sub-proxy pursuant to Art. 135-novies of the TUF, containing voting instructions on all or some of the proposals in the agenda, by using the proxy/sub-proxy form available on the website of the Company (at http://corporate.technogym.com/en/governance/shareholders-meetings).

For the notification or revocation of the proxy/sub-proxy, also electronically, the methods described above and included in the proxy form, must be complied with. The proxy must be received by 6:00 p.m. of the day prior to the Shareholders' Meeting (and in all cases before the start of the Meeting).

For any questions about granting the proxy to the Designated Representative (and in particular about the completion of the proxy form, the voting instructions and their transmission) and to request the afore mentioned proxy forms, you may contact Spafid by email at the address confidential@spafid.it or at the following phone numbers (+39) 0280687.319 and (+39) 0280687.335 (during business hours, from 9:00 a.m. to 5:00 p.m.).

Voting by mail or electronic means is not permitted for this Meeting.

SUPPLEMENT TO THE AGENDA AND PRESENTATION OF NEW RESOLUTION PROPOSALS PURSUANT TO ART. 126-BIS, PARAGRAPH 1, FIRST SENTENCE, OF THE TUF

Pursuant to Art. 126-bis of the TUF, the Shareholders who, also jointly, represent at least a fortieth of the share capital (2.5%) may request, within ten days from the publication of this Notice of Calling

(i.e. by 5 April 2021) to supplement the list of topics to be discussed, indicating in their request, the additional proposed topics or they may submit resolution proposals on topics already included in the agenda of this Notice of Calling.

The request for supplementing the Agenda or the submission of new resolution proposals on Agenda items, together with the documentation that demonstrates the afore-indicated ownership of the required percentage of share capital, must be sent in writing, indicating as reference "Supplement to the Agenda pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF" and/or "Resolution proposals pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF" by registered letter to the registered office of the Company, Via Calcinaro, 2861, 47521 Cesena, attn. Legal and Corporate Affairs Office, or by email, to the following certified email address technogym.amministrazione@legalmail.it.

This request must be accompanied by a report that specifies the reasons for the resolution proposals on new topics that are being submitted for discussion or the reasons for the additional resolution proposals that are being submitted on topics already included in the agenda. A supplement to the agenda is not permitted for topics on which the Shareholders' Meeting resolves, according to the law, upon proposal submitted by the Directors or based on a project or report prepared by the latter, other than those specified in Art. 125-ter, paragraph 1, of the TUF.

The Company shall provide the necessary information on any supplement to the Agenda or on the presentation of additional resolution proposals approved by the Board of Directors, according to the same publication rules adopted for this Notice, at least fifteen days before the date scheduled for the Shareholders' Meeting (i.e. 20 April 2021). Concurrently with the publication of the information on supplements to the agenda or the presentation of resolution proposals on items already included in the agenda, the Company will make available to the public, according to the same methods adopted for the publication of the reports on the agenda items under Art. 125-ter, paragraph 1, of the TUF, the report prepared by the requesting or proposing shareholders, together with any assessments made by the Board of Directors.

PRESENTATION OF NEW RESOLUTION PROPOSALS PURSUANT TO ART. 126-BIS, PARAGRAPH 1, SENTENCE BEFORE THE LAST, OF THE TUF

Since the Company has decided to use the option set forth in Art. 106, paragraph 4, of the Decree and consequently that the participation of the shareholders in the Shareholders' Meeting can occur only through the Designated Representative pursuant to Art. 135-undecies of the TUF, without the physical attendance by the Shareholders themselves, for the sole purpose of this Meeting, all voting rights holders may individually submit to the Company resolution proposals on the agenda items – pursuant to Art. 126-bis, paragraph 1, sentence before the last, of the TUF – by 20 April 2021.

The submission of new resolution proposals on items already in the Agenda, together with the documentation that provides the afore-indicated evidence of share ownership, must be sent in writing, indicating, as reference, "Resolution proposals pursuant to Art. 126-bis, paragraph 1, sentence before the last, of the TUF" by registered letter to the registered office of the Company, Via Calcinaro, 2861, 47521 Cesena, attn. Legal and Corporate Affairs Office, or by email, to the following certified email address technogym.amministrazione@legalmail.it. The afore mentioned proposals, clearly and comprehensively formulated, must indicate the item of the agenda of the Meeting to which they refer as well as the text of the proposed resolution.

The resolution proposals received by the Company within the terms and according to the afore described methods, shall be published on the website of the Company at http://corporate.technogym.com, "Governance/Shareholders' meetings" section by 22 April 2021 so that the voting right holders may review them for the purpose of their proxy/sub-proxy and the related voting instructions to be sent to the Designated Representative.

Given the above, as well as regarding the Shareholders' Meeting work, the Company reserves the right to verify the pertinence of the proposals regarding the agenda items, their completeness and their compliance with the laws, as well as the legitimation of the proposers.

In the event of resolution proposals on agenda items other than those formulated by the Board of Directors, the Board's proposal will be voted on first (unless it is withdrawn) and only if this proposal is rejected, shall the shareholders' proposals be voted on. These proposals, also in the absence of a

Board's proposal, shall be submitted to the Shareholders' Meeting starting from the proposal submitted by the Shareholders who represent the greatest percentage of the share capital. Only if the proposal to be voted on is rejected, will the next proposal, based on the interest held in the Company, be voted on.

RIGHT TO ASK QUESTIONS BEFORE THE SHAREHOLDERS' MEETING

Pursuant to Art. 127-ter of the TUF, those holding voting rights to be cast at the Shareholders' Meeting, of whom the Company was notified by an authorised intermediary pursuant to the regulations in force, may ask questions on agenda items prior to the Shareholders' Meeting.

The questions must be sent to the Company in writing, accompanied by information relating to the identity of the shareholders who submitted them and details on the communication sent by the intermediary to the Company pursuant to regulations in force, by means of registered letter, to the registered office of the Company, Via Calcinaro, 2861, 47521 Cesena, attn. Legal and Corporate Affairs Office, or to the certified email address technogym.amministrazione@legalmail.it. The questions must be received by the Company by 26 April 2021. The voting right can also be certified after sending the questions, provided that they are sent by the third day subsequent to the seventh open market day prior to the Shareholders' Meeting, i.e. 29 April 2021.

The questions received before the Shareholders' Meeting by the terms indicated above, after verifying their pertinence and the legitimation of the requester, will be replied to by 3 May 2021, at 12:00 a.m., also by posting it on the website of the Company at http://corporate.technogym.com, "Governance/Shareholders' meetings section".

The Company reserves the right to provide a single response to questions with the same content.

The item of the agenda to which the questions refer must be explicitly indicated. The Company will not give consideration to the received questions that are not strictly related to the items included in the agenda of the Meeting.

It should be noted that, pursuant to the afore-mentioned Art. 127-ter of the TUF, no reply shall be sent to questions asked before the Shareholders' Meeting if the requested information is already available in a "Q&A" format in a special space specifically dedicated and consultable on the website of the Company, or when the reply has already been posted on the website.

APPOINTMENT OF THE BOARD OF DIRECTORS

The appointment of the Company's Board of Directors shall be compliant with the provisions set forth in the TUF and in its implementation regulations, as well as with the Articles of Association to which reference should be made for any issues not covered here.

The Board of Directors is elected by the Ordinary Shareholders' Meeting on a list basis.

The Board of Directors in office and the shareholders who at the time of submission of the list, alone or along with others, hold a total interest at least equal to 1% of the share capital, have the right to submit lists in compliance with CONSOB executive resolution No. 44 of 29 January 2021.

Every shareholder, the shareholders adhering to a shareholders' agreement relating to the Company, relevant for the purposes of Art. 122 of the TUF, the parent company, the subsidiaries and the companies subject to joint control and the other parties amongst which there is a relationship, even indirect, pursuant to pro tempore legislation and regulations in force, cannot submit or contribute to the submission, even through a third party or trust company, of more than one list, nor may they vote for different lists. Each candidate may be included only on one list, under penalty of ineligibility.

Each list contains the names, labelled with a progressive number, of a number of candidates not exceeding the number of members to be elected.

Each list, which contains a number of candidates not exceeding 7 (seven), must include and identify at least 1 (one) candidate meeting the independence requirements established according to regulations in force pro tempore applicable to independent directors. Each list, which contains a number of candidates exceeding 7 (seven), must include and identify at least 2 (two) candidates

meeting the independence requirements established according to regulations in force pro tempore applicable to independent directors. Otherwise the list is considered as not submitted.

Each list proposing a number equal to or exceeding 3 (three) of candidates must also include candidates belonging to the least represented gender, so that at least two fifths of the candidates belong to the least represented gender (rounded up to the higher unit). Otherwise the list is considered as not submitted.

The lists of candidates must be deposited by the shareholders, along with the certifications demonstrating the ownership of a number of shares of Technogym sufficient to guarantee the right to submit a list, at least 25 days prior to the scheduled date of the Shareholders' Meeting (i.e. by 10 April 2021), with the following methods: (a) hand delivery at the registered office of the Company in Cesena, via Calcinaro, 2861; or (b) by certified email to the address technogym.amministrazione@legalmail.it. In all events, at the time of submission, all information that allow for the identification of the subject who is sending the lists, must be provided. The lists must then be made available to the public, by the Company, at least twenty-one days before the scheduled date of the Meeting (i.e. by 14 April 2021) according to the same methods set forth in the applicable laws.

The lists must include the following: (a) information concerning the identity of the shareholders who have submitted the lists, with the indication of the percentage of interest held, without prejudice to the fact that the certification demonstrating the ownership of this interest may be provided also subsequently to the submission of the lists, as long as it is by the deadlines set forth for the publication of the lists by the Company; (b) a statement from shareholders other than those holding, also jointly, a controlling or a relative majority interest, that demonstrates the absence of associative relationships, also indirect, pursuant to the pro-tempore applicable regulations, with the latter; (c) comprehensive information concerning the personal and professional characteristics of the candidates with the indication of their eligibility to be independent directors pursuant to the protempore applicable regulations (and/or pursuant to the governance codes promoted by management companies operating in regulated markets that may have been adopted by the Company) as well as a declaration issued by the candidates themselves demonstrating compliance with the requirements set forth in the pro-tempore applicable regulations and the Articles of Association, including integrity criteria, and, if applicable, independence requirements, as well as their acceptance of the candidature and the office, if elected; (d) any other additional or different declaration, information and/or document set forth by the pro-tempore applicable regulations. If the obligations set forth above are not met, the list shall be considered as if it had not been submitted.

Those who submit a minority list are the recipients of the recommendations formulated by CONSOB with Communication No. DEM/9017893 of 26 February 2009.

The election of the Board of Directors shall comply with the provisions of Art. 18 of the Articles of Association.

If no list has been submitted or when just one list is submitted and it does not obtain the relative majority of the votes represented in the shareholders' meeting or if it is not possible for any reason whatsoever to proceed with the appointment of the Board of Directors with the methods here described, the members of the Board of Directors shall be appointed by the shareholders' meeting with ordinary procedures and by the relative majority of the votes represented therein, with no application of the list voting mechanism and in any event so as to ensure the presence of the minimum number of independent directors set forth by regulations in force pro tempore as well as compliance with the legislation and regulations in force pro tempore on gender balance.

For additional information on the appointment of the Board of Directors, see the Explanatory Report on the relevant agenda item, prepared by the Board of Directors pursuant to Art. 125-ter of the TUF and made available to the public according to the terms and methods set forth in the applicable laws.

DOCUMENTATION

The documentation related to the Shareholders' Meeting - including the Explanatory Reports on the agenda items with the complete text of the resolution proposals, as well as the Annual Financial

Report, the Report from the Board of Statutory Auditors, the Independent Auditors' Report and the Consolidated non-financial statement as at 31 December 2020 - will be made available to the public according to the methods and terms set forth in the legislation, of which the Shareholders and those holding voting rights may obtain a copy.

This documentation will be available at the registered office of the Company, Via Calcinaro, 2861, 47521, Cesena, and on the website of the Company at http://corporate.technogym.com, "Governance/Shareholders meetings" section, at Borsa Italiana S.p.A. and at "eMarket STORAGE" storage mechanism, available at .

Given the COVID-19 health emergency, as regards the voting rights of the Shareholders, the Company recommends to use remote communication systems as described in this Notice of Calling.

The Company reserves the right to supplement and/or modify the contents of this notice if necessary, according to the evolution of the current COVID-19 emergency. These changes must be promptly made public according to the same publication methods set forth in this Notice.

Cesena, 26 March 2021

For the Board of Directors The Chairman (Nerio Alessandri)